You are an independent director and chair of the nominating and governance committee of Zbot Corporation, a

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You are an independent director and chair of the nominating and governance committee of Zbot Corporation, a company engaged in manufacturing industrial robots. Last year Alan Acton, an activist investor, launched a proxy fight seeking to unseat the incumbent board members (including you). After a long and bruising battle, Acton dropped his proxy challenge in exchange for the company’s agreement that he could name two directors (subject to the technical requirement of approval by your committee). One of Acton’s nominees is Tiffany Thomas, a celebrity chef who served time in prison ten years ago for insider trading; you also suspect that she is Acton’s girlfriend. The chief executive officer instructs you to approve Thomas’ nomination. You firmly believe that Thomas is unqualified for the position. What should you do?

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